A company dissolution resolution in Vietnam is adopted by the body that holds authority for that company type: the owner of a single-member LLC, the Members' Council of an LLC with two or more members, the General Meeting of Shareholders of a joint-stock company (JSC) (Article 207(1)(b) of the Law on Enterprises). If the charter is silent, an LLC with two or more members needs members present holding at least 75% of the capital of all members present (Article 59(3)(b)); a JSC needs shareholders representing at least 65% of the votes of shareholders present and voting (Article 148(1)(dd)). The resolution must contain five main items listed in Article 208(1), and it must be sent out within 7 working days of adoption.
This guide covers only the decision step: who decides, how the meeting and meeting minutes work, the voting threshold for each company type, what the resolution says, and who signs when the owner is a foreign parent. The state form in the dissolution dossier is Form No. 30, the notice of dissolution, filed at the end; we found no state form for the resolution itself, so the dissolution resolution template below is an unofficial drafting guide. The remaining steps, deadlines, tax, employees and FDI project termination are in the handbook entry on company dissolution in Vietnam. If you are not sure you want to close the company, compare business suspension first.
On sources: we checked the original Law on Enterprises as published in the Official Gazette against consolidated text 67/VBHN-VPQH (consolidated text read for Articles 1 to 136 and an extract of Article 148; Articles 138 to 152 read from the original Gazette text). Law 76/2025/QH15 does not touch the articles on dissolution authority and thresholds; Law 03/2022/QH15 changed how the ratio is computed in Article 148(1) and (2) (from "present" to "present and voting at the meeting") and amended Article 60(2)(e) and (3).
Company dissolution resolution in Vietnam: who decides and what vote is needed?#
The body that decides, by company type:
- Single-member LLC, individual owner: the owner, with no meeting (Article 207(1)(b); Article 76(1)(m) and (2)).
- Single-member LLC, corporate owner: the owner, or the Members' Council (3 to 7 members) or the Chairperson of the company acting for the owner (Article 76(1)(m); Articles 79(1), 80(1) and 81(1)).
- LLC with two or more members: the Members' Council, made up of all members (Article 55(2)(m); Article 59(2)(dd), (3)(b)).
- JSC: the General Meeting of Shareholders (Article 138(2)(i); Article 147(2)(g); Article 148(1)(dd)).
- Partnership: the Members' Council, all members (Article 182(1) and (3)(i)).
- Private enterprise: the owner, with no meeting (Article 207(1)(b); Article 190(1)).
Single-member LLC with a corporate owner. A Chairperson of the company or a Members' Council acts in the owner's name and exercises the owner's rights (Articles 79(1), 80(1), 81(1)). Yet Article 208(1)(dd) asks for the name and signature of "the company owner", and a decision of the Chairperson takes effect only when the owner approves it, unless the charter says otherwise (Article 81(3)). Our cautious reading, not the wording of the law: have the owner itself sign the dissolution decision, through its legal representative or authorised representative (see the foreign-owner section below). If there is a Members' Council, a meeting needs at least two thirds of its members, and a resolution passes with more than 50% of members present, or members present holding more than 50% of votes (Article 80(5) and (6)). The 75% tier in Article 80(6) lists charter amendment, reorganisation and transfer of charter capital, but not dissolution.
Quorum and voting thresholds (quorum is whether the meeting can proceed; the figures apply when the charter is silent):
- LLC with two or more members. Quorum: members present hold at least 65% of charter capital at the first meeting, at least 50% at the second, none at the third (Article 58). Passing: members present holding at least 75% of the total capital of all members present (Article 59(3)(b)). The 75% is measured against the capital of members present, not charter capital, so the outcome depends on who attends.
- JSC. Quorum: shareholders present represent more than 50% of votes at the first meeting, at least 33% at the second, none at the third (Article 145). Passing: at least 65% of the votes of shareholders present and voting (Article 148(1)(dd)).
- Partnership. The articles we read (182, 183) state no quorum; at least three quarters of all general partners must approve if the charter is silent (Article 182(3)).
- Written consent needs at least 65% of charter capital (LLC, Article 59(5)) or more than 50% of the votes of all shareholders entitled to vote (JSC, Article 148(4)); but by default dissolution must be voted at a meeting (Article 59(2)(dd); Article 147(2)(g); Article 149(1)).
Illustration (assumed figures). Charter capital VND 10 billion: A holds 6 billion (60%), B 2.5 billion (25%), C 1.5 billion (15%). If only A and C attend, attending capital is VND 7.5 billion (quorum met at the first meeting) and 5.625 billion must vote in favour: A alone has 6 billion, so the resolution passes even if C objects. If only A and B attend, attending capital is 8.5 billion, 6.375 billion is needed, and A alone is not enough. The minutes must therefore record each attendee's capital (Article 60(2)(b)).
Can the charter set a different ratio? The 65% and 75% figures are defaults: the law applies them when the charter has no different ratio (Article 59(3); similarly Article 58(1), Article 59(5), Article 145, Article 148(1), (2), (4)), so read the company charter before the meeting. The Law says only "a different ratio" (Article 59(3)) or "the specific ratio is set by the charter" (Article 148(1)) with no floor, and we found no guidance saying whether a charter may only raise the statutory figure or may also lower it. Our cautious practice, not a rule: if a charter sets a threshold below 65% or 75% for dissolution, have counsel review it, because a dissenting member or shareholder can ask a court to annul the resolution (see the last section).
Meetings, notice and minutes for a dissolution resolution#
LLC with two or more members. The Chairperson convenes within 15 days of a valid request from members entitled under Article 49(2) and (3) (Article 57(1), (7)). The easily missed rule: materials on dissolution must reach members at least 7 working days before the meeting (Article 57(5)). Members count as attending if present, represented by proxy, online, voting electronically, or sending a ballot (Article 59(4)). The meeting minutes are approved just before the meeting ends and carry the contents in Article 60(2) (the outline below includes them all). If the chair or the minute-taker refuses to sign, the minutes remain valid if all other attending members who approved them sign, the contents in Article 60(2)(a) to (e) are complete and the refusal is noted (Article 60(3)). The Chairperson signs resolutions for the Members' Council (Article 56(2)(dd)).
JSC. The Board of Directors convenes (Article 140(1)) and sends notice at least 21 days before opening, unless the charter sets longer, with the agenda, documents, draft resolution and voting card (Article 143(1), (3)). The meeting venue is where the chair attends and must be in Vietnam (Article 139(1)), but shareholders may attend and vote online or by ballot (Article 144(3)). The minutes carry the items in Article 150(1), are completed and approved before the meeting closes (Article 150(2)), and are written in Vietnamese and may also be written in a foreign language, the Vietnamese version prevailing in a conflict (Article 150(1), (4)). The resolution goes to shareholders within 15 days of adoption (Article 148(5)) and the minutes within 15 days of the meeting's end (Article 150(5)). Partnerships keep minutes under Article 183(3).
What must a company dissolution resolution in Vietnam contain, and who receives it?#
Article 208(1) requires these main contents:
- Name and head office address of the company (point a);
- Reason for dissolution (point b);
- Time limit and procedure for liquidating contracts and paying the company's debts (point c);
- Plan for obligations arising from labour contracts (point d);
- Full name and signature of the private enterprise owner, company owner, Chairperson of the Members' Council or Chairperson of the Board of Directors (point dd).
Point (dd) does not call for the signature of the director or of the legal representative, unless that person holds one of the listed titles. Because these are "main" contents, more can be added. LexData's practice, not a legal requirement: name who organises liquidation (Article 208(2): the owner, Members' Council or Board does it directly unless the charter sets up a separate body), state the closing of branches and representative offices, confirm the company can pay all debts and is not in a court or arbitration dispute (Article 207(2)), record that the acts barred from the date of the decision (Article 211(1)) will stop, and state an effective date. A resolution takes effect on adoption or on the date it states (Article 62(1), Article 152(1), unless the charter differs), so a stated date gives the 7-working-day clock a clear start.
Who receives it. Within 7 working days of adoption the resolution and the minutes go to the registry, the tax authority and employees; the resolution is published on the National Business Registration Portal and posted at the head office, branches and representative offices. If financial obligations remain unpaid, a debt settlement plan goes to creditors (each creditor's name and address, the amount, deadline, place and method of payment, and how and by when complaints are resolved) (Article 208(3)). The provincial registry receives the resolution or decision, the minutes (Members' Council or General Meeting) and the debt plan if any (Article 64(1) of Decree 168/2025/ND-CP). That list names no minutes for a single-member LLC because there is no meeting; if the company has a Members' Council it must still keep minutes (Article 80(7)), but Article 64(1)(b) lists minutes only for the Members' Council of an LLC with two or more members or a partnership and for the General Meeting, so these minutes are not a mandatory part of the filing; whether to attach them is the company's choice, but they must be kept. Neither the Law nor Article 64 requires notarisation of the resolution, and a seal is not mandatory on the resolution, decision or minutes in the filing (Article 4(5) of Decree 168/2025/ND-CP); notarisation or certification arises only for accompanying documents such as a power of attorney or a translation.
Company dissolution resolution in Vietnam: template for a wholly foreign-owned single-member LLC#
This is an English dissolution resolution template and drafting guide by LexData, not an official form. The filing must be in Vietnamese; a bilingual document is accepted and the Vietnamese text prevails (Article 10(1) and (3) of Decree 168/2025/ND-CP). The state form in the dissolution dossier is Form No. 30, the notice of dissolution (Annex I to Circular 68/2025/TT-BTC, replaced by a new Form No. 30 under Article 1(1)(i) of Circular 121/2026/TT-BTC from 21 August 2026), signed by the legal representative and filed with the dissolution file after debts are paid (Article 210(1) of the Law on Enterprises; Article 64(3) of Decree 168/2025/ND-CP). It does not replace the resolution.
DECISION OF THE OWNER ON THE DISSOLUTION OF [COMPANY NAME] LLC
No. [..] - [place], [date]
Pursuant to the Law on Enterprises 59/2020/QH14 (as amended), Decree 168/2025/ND-CP (as amended), the charter dated [..] and Enterprise Registration Certificate No. [enterprise code],
THE OWNER, [foreign company name, registration number, registered address, acting through its legal representative or authorised representative (name, title)], DECIDES:
Article 1. Dissolution. Dissolve [company name], enterprise code [..], head office at [address]. Reason: [..].
Article 2. Debts and disputes. Based on the debt schedule dated [..] (annex), the company can pay all debts and other property obligations and is not in a court or arbitration dispute. [If debts remain: total and list of creditors.]
Article 3. Liquidation of contracts and payment of debts. The company will liquidate the contracts in annex [..] and pay debts by [date], in this order: (a) wages, severance allowance, social, health and unemployment insurance and other employee entitlements; (b) tax debts; (c) other debts. What remains after dissolution costs and debts goes to the owner.
Article 4. Labour contract obligations. The company has [number] employees. Labour contracts end on [date]. The company will pay wages, severance allowance, insurance and other entitlements under labour contracts and any collective labour agreement by [date], as detailed in annex [..].
Article 5. Implementation. The owner directly organises liquidation [or: a separate liquidation body under the charter: name and address]. Mr/Ms [name], legal representative, will carry out the dissolution formalities and, within 7 working days of signing, send this decision to the registry, the tax authority and employees, post it at the head office, branches and representative offices, and send the debt plan to creditors if financial obligations remain.
Article 6. Effect. This decision takes effect on signing. From that date the company will not carry out the acts barred by Article 211(1) of the Law on Enterprises.
THE OWNER (signature, full name, title and name of the signing organisation)
For an LLC with two or more members or a JSC, keep the same Articles 1 to 5 and replace the preamble and the voting article: "The Members' Council resolves ... adopted by [number] members present holding [..]% of the total capital of all members present", signed by the Chairperson of the Members' Council (Article 56(2)(dd)); or "The General Meeting of Shareholders resolves ... adopted by [..]% of the votes of shareholders present and voting", signed by the Chairperson of the Board (Article 208(1)(dd)). The meeting minutes should record: time and place (or online format); agenda; attendees with their capital or shares and certificate details; quorum; chair and secretary; summary of discussion; valid and invalid votes, for, against and abstentions with percentages; the decision adopted; and any dissent to the minutes; signed by the chair and the minute-taker (Article 60(2) for LLCs; Article 150(1) for JSCs). A single-member LLC with a Members' Council can use the same structure but must change the quorum and vote: at least two thirds of members and more than 50% to pass (Article 80(5), (6)), not Articles 58 and 59, plus the owner's signature under Article 208(1)(dd). A partnership uses three quarters of all general partners (Article 182(3)), and its minutes must carry the names and signatures of the members who attended (Article 183(3)(g)). A private enterprise uses the owner's decision above, naming the "private enterprise owner" and dropping the reference to a charter.
Common slips when using a dissolution resolution template (inferred from the rules, not statistics from real files): a director or the Board signing in place of the General Meeting or the Members' Council (Article 138(2)(i); Article 55(2)(m)); computing 75% on charter capital instead of the capital of members present; leaving out one of the five contents of Article 208(1), especially the labour contract plan; minutes without the chair's and secretary's signatures and no note of a refusal (Article 60(3); Article 150(1)); and no adoption date, so the 7-working-day filing has no clear start.
Who signs a company dissolution resolution in Vietnam for a foreign-owned company?#
A wholly foreign-owned subsidiary is usually a single-member LLC with a foreign company as owner. Dissolution is the owner's right (Article 76(1)(m)), so the signatory is an individual acting for that company: the owner's legal representative, or an individual appointed as authorised representative to exercise the owner's rights (Article 14(1)). The appointment document must carry the name and signature of the owner's legal representative and of the authorised representative (Article 14(4)(dd)). Before signing, check that the appointment is current and that its scope covers dissolution (our reading; the law does not require dissolution to be listed). See the handbook entry on the legal representative and on FDI companies.
Documents signed abroad. Article 208(1), Article 210(1) of the Law on Enterprises and Article 64 of Decree 168/2025/ND-CP do not require consular legalisation or an Apostille for the owner's decision or the parent's internal board resolution; the Decree demands consular legalisation of a foreign organisation's legal documents only in the procedures on members, owners and shareholders (Articles 45, 46, 51), not in dissolution. The law does not say whether the registry may ask for proof of the signatory's authority, so ask the registry office in advance.
If you do need foreign documents (for example a certificate of legal status, or a notarised power of attorney), under Decree 293/2026/ND-CP (in force from 11 September 2026, Article 34) a public document from a state party to the Apostille Convention that has treaty relations with Vietnam, bearing an Apostille, is exempt from consular legalisation (Article 25(1), (2) and (3)). "Public documents" include notarised documents and official certifications of a signature (Article 3(3)); documents outside that scope still follow consular legalisation (Article 35(2)). Article 3(3) lists the categories of public document: documents of a court or judicial authority, administrative documents, notarial acts, and official certifications on documents signed by a private person; a parent company's internal resolution that is neither notarised nor signature-certified falls in none of them, so an Apostille can attach only to a notarised or signature-certified copy. For a public document bearing a valid Apostille, Vietnamese agencies may not demand further consular certification or legalisation (Article 25(3)), subject to the refusal cases in Article 26.
Language, meetings, seal. The file is in Vietnamese; foreign-language documents need a Vietnamese translation, from 23 July 2026 one with the translator's signature certified (Article 10(1), (2) of Decree 168/2025/ND-CP; Article 19(1) of Decree 296/2026/ND-CP); a bilingual document is read in its Vietnamese version (Article 10(3)). Foreign shareholders and members may attend online or by proxy (Article 144(3); Article 59(4)(c)), and since a seal is not mandatory no seal needs to travel abroad. A company with an investment project must terminate the project in a separate file; see the handbook entry on company dissolution in Vietnam.
Dissenting members and cancelling a dissolution resolution#
Challenging the resolution. A member holding at least 10% of charter capital (or less if the charter says so) can ask a court to annul a Members' Council resolution within 90 days of the end of the meeting if the procedure, meeting conditions or content breach the law or the charter (Article 49(2)(d)). Shareholders entitled under Article 115(2) can ask a court or arbitral tribunal to annul a General Meeting resolution within 90 days of receiving it or the minutes (Article 151). The resolution stays effective until annulled (Article 62(3); Article 152(3)); a resolution adopted by 100% of charter capital or of voting shares is valid even if procedure was not followed (Article 62(2); Article 152(2)).
Cancelling it. The company can cancel within 180 days of the registry receiving the resolution, if its status has not yet changed to dissolved: it sends a notice of cancellation with a cancelling resolution or decision of the same competent body (Article 64(7) of Decree 168/2025/ND-CP). So the vote and form must be correct for the cancellation too.
LexData drafts the resolution and minutes and tracks the whole procedure under its company dissolution service.
